July 2008
Richard N. Dean (Baker & McKenzie LLP) stresses the need for all companies doing business internationally to
PLI: As global markets expand, The Foreign Corrupt Practices Act has become correspondingly important. How critical are anti-corruption policies these days?
RICHARD N. DEAN: No U.S. company involved in international business and no non-U.S. company that accesses U.S. public capital markets can afford not to have an anti-corruption compliance policy that adequately addresses the risks associated with compliance with the U.S. Foreign Corrupt Practices Act (the "FCPA").
Michael Starr (Hogan & Hartson LLP) dissects the Supreme Court's decision in Sprint/United Management Company v. Mendelsohn, 552 U.S. ___ (2008)
PLI: Can you discuss the import of the Supreme Court's decision in Sprint/United Management Company v. Mendelsohn, 552 U.S. ___ (2008)?
MICHAEL STARR: The plaintiff here was a woman named Ellen Mendelsohn. She worked for a company called Sprint/United Management Company (Sprint). She worked in a group called the Business Development Strategy Group. She was there about four years when she was laid off in a company-wide RIF. She commenced a lawsuit…alleging that her layoff was based on her age, and at the trial of her case, she sought to have witnesses testify who claimed that they also were laid off as part of that RIF who claimed they were the subject of age discrimination themselves.
Feed-In Tariff
Feed-In Tariff: Government-mandated price incentives that enhance adoption of otherwise noncompetitively priced renewable energy sources.
Feed-In Tariff In The Real World: If you were one of the hordes who waited in line to get an iPhone (the original iteration) on the first day they were available, you paid more than you would today. If you're like Pocket MBA, you avoid the line and wait for the price to come down. And then, if you're Pocket MBA, when the price comes down, you wait until it comes down some more.
Continue reading "Feed-In Tariff"
Low Down On The Download: Copyright And The Internet
Toolbox has always wanted to link readers to funny Internet postings and videos in the event that they are relevant to the subject matter of the newsletter in a given week. The problem is Toolbox is paranoid that by this point, everything on the Internet is pirated from somewhere else. Toolbox is not into copyright infringement, even if everyone under 30 thinks that "Thou shalt copy and paste," was one of the original Ten Commandments. You know, the set that Charlton Heston flung off Mount Sinai. And even if stealing other's work wasn't in the official Ten Commandments that Chuck got the second time, well, trust Toolbox's younger friends, "Copyright Schmopyright."
Continue reading "Low Down On The Download: Copyright And The Internet"
Nowadays, When You Buy The Farm, The Manure Comes With It: Successor Liability In Corporate Acquisitions
When Toolbox was a neophyte law clerk, it had to draft an opinion in a case involving some manufacturing concern (Tough Luck, Inc.) that had bought another manufacturing concern (Let's Get Rid of It Co.), which itself had bought a third concern (We're Not Involved, Inc.), the primary product of which was an exploding cigar that no lawsuit-conscious company would think to sell anymore but that had burned some people in the past. (It didn't really explode so much as it flew apart, so Toolbox thinks there was more false advertising than tort danger.) The case turned out to be one of Toolbox's early ghostwriting triumphs, at least according to the judge who praised Toolbox's effort at unraveling the legalistic jumble of who was liable for what and when. And while Toolbox doesn't remember the result, liability puzzles like it are a prime fear of companies that buy other companies.
Should We Just Change The Name To The "Fire Brigade"? The Expanding Function Of Audit Committees
It wasn't too long ago that a corporate audit committee concerned itself solely with matters attendant to company financial reporting and disclosures. Those days are fast disappearing, as the changes spurred by Sarbanes-Oxley now see audit committees increasingly taking center stage on a variety of matters, most importantly, those involving entity crisis and, this year, as you'll see below the "fold," macroeconomic concerns (as if worrying about the balance sheet and the competence of the external auditor isn't enough with which to contend). Who knows, it might be the increased work load that resulted in 40% of respondents to a recent survey of audit committee members worldwide concluding that their committee was only "somewhat effective."
Nancy Ann Connery (Schoeman, Updike & Kaufman, LLP) explains why landlords sometime prefer letters of credit to cash security
PLI: Why do some commercial landlords prefer letters of credit over cash security?
NANCY ANN CONNERY: Because letters of credit are viewed as more advantageous in bankruptcy than cash security, security in the form of a letter of credit may be required by landlords leasing space to high risk tenants (such as start up companies, restaurant tenants, and dot-coms), sellers contracting to sell land to a shell company, and/or banks making loans to shell companies.
Michael G. Pfeifer (Caplin & Drysdale, Chartered) examines the current state of the expatriation tax
PLI: The U.S. has struggled with the consequences and implications of taxing those who renounce their U.S. citizenship or residency, which can be a boon to the taxpayer. Where do things stand currently?
MICHAEL G. PFEIFER: Controlling the tax consequences of expatriation has attracted considerable attention, and given rise to much spirited debate in Congress and elsewhere, since the Clinton Administration first proposed an "exit tax" in its fiscal 1996 budget. (Indeed, the actions of the U.S. even spurred the enactment of limited expatriation tax provisions in a number of other countries, including France, Germany and the Netherlands.) The proposed solution contained in 1996's HIPAA, although no doubt affecting the actions of many wealthy individuals considering the potential tax benefits arising from expatriation, was not, in the opinion of the 2003 JCT Report, ultimately successful in deterring tax-motivated expatriation.
Cap And Trade
Cap And Trade: Compulsory approach to lowering atmospheric emissions by limiting the amount of greenhouse gases industry may emit ("cap") and permitting those companies that exceed their allotment to purchase excess allotment from the government or from companies that are under their allotment ("trade" ).
Continue reading "Cap And Trade"
Do Not Pass Go; Do Not Collect 1372 Yuan: China Anti-Monopoly Law
By Toolbox's reckoning, precisely one week before the Beijing Olympics begin the new Chinese Anti-Monopoly Law goes into effect after 13 years of planning, which is also about how long it took to plan the Olympics. Coincidence? Toolbox thinks not. The Chinese are so good at producing pretty much everything at a lower marginal price than the rest of the world, perhaps the governing body didn't want the rest of the world to think that all future Olympiads would sport the ubiquitous "Made in China" label. Anyway, as the emerging economic titan that is the People's Republic of China continued to explode economically, it became apparent (to the Chinese) that the country needed broader and more internationally focused laws against anti-competitive behavior. And so, on August 1 (the Olympiad begins August 8) the new Anti-Monopoly Law will be implemented.
Continue reading "Do Not Pass Go; Do Not Collect 1372 Yuan: China Anti-Monopoly Law"
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